The document provides details on the remuneration of Executive Directors (ED), Non-Executive Directors (NED), and Independent Directors (ID) for 10 SENSEX companies. It includes tables showing the total remuneration paid to directors for each company as well as the company's net income and the percentage of remuneration to net income. Remuneration structures and amounts vary between executive, non-executive, and independent directors within and across companies. The percentage of total director remuneration to company net income ranges from 0.057% to 4.6% among the companies analyzed.
Need for constitution of committees - Dr S. ChandrasekaranD Murali ☆
Need for constitution of committees - Dr S. Chandrasekaran - - Article published in Business Advisor, dated July 10, 2014 http://www.magzter.com/IN/Shrinikethan/Business-Advisor/Business/
Chaitanya India Fin Credit Private Limited reported its annual results for the 2011-2012 financial year. While profit after tax was close to expectations, the loan portfolio grew slower than planned due to difficulties accessing debt funds. Key highlights included a focus on improving operational quality, stabilizing branches and processes, and piloting new products like gold loans and livestock insurance. Overall it was a year of consolidation after regulatory changes, with an emphasis on developing a robust and sustainable business model.
The document outlines the corporate governance guidelines of Office Depot, Inc. It discusses [1] the composition of the board, including the election of chair and lead director, size of the board, and selection of board candidates; [2] requirements for board membership including independence, retirement age, and term limits; and [3] processes for board meetings, including agenda setting, executive sessions, and interaction with management and advisors. The guidelines are intended to assist the board in exercising its responsibilities under relevant laws and regulations.
Harley-Davidson was founded in 1901 in Milwaukee, Wisconsin and is an American motorcycle manufacturer. It started with two founders building motorcycles in a backyard shed. By the 1960s, the company was struggling but was bought by new owners in 1981 who turned it around. Today, Harley-Davidson has over 1,600 dealers globally and is known as an American icon. The company emphasizes excellent corporate governance and relationships between management, employees, dealers and customers.
- The Board of Directors of Advanced Micro Devices is responsible for overseeing the company's operations, financials, and adherence to governance standards.
- The document outlines the board's principles for composition, leadership, committees, meetings, management selection, and relationship with senior management.
- Key aspects include requirements for director independence, criteria for nomination and evaluation of directors, establishment of committees and their charters, and processes for CEO evaluation and succession planning.
The document discusses the composition, roles, and requirements around Nomination and Remuneration Committees and Shareholders' Grievance Committees according to the Companies Act and Clause 49 of the Listing Agreement. For Nomination and Remuneration Committees, the key points are that the chairman must be an independent director, and there are contradictions between the Act and Clause 49 regarding applicability thresholds. For Shareholders' Grievance Committees, the purpose is to address shareholder complaints, the committee must have a non-executive independent director as chairman, and Clause 49 makes these committees mandatory for listed companies.
The document outlines Office Depot's corporate governance guidelines. It discusses the board composition including the election of the chair and lead director. It also covers director independence, selection of candidates, orientation and continuing education. The document provides guidance on board meetings, committees, leadership development, conflicts of interest and an annual review of the CEO.
The document outlines 27 corporate governance guidelines for Walgreen Co., including:
1) The board believes the roles of chairman and CEO should be considered during succession planning based on circumstances.
2) The board may designate a lead independent director to strengthen board oversight and communication.
3) The board has four standing committees - audit, compensation, nominating and governance, and finance - and only independent directors may serve on the first three.
4) Director responsibilities include attending meetings, reviewing materials, providing oversight of management and major strategies, and annually evaluating board performance.
Need for constitution of committees - Dr S. ChandrasekaranD Murali ☆
Need for constitution of committees - Dr S. Chandrasekaran - - Article published in Business Advisor, dated July 10, 2014 http://www.magzter.com/IN/Shrinikethan/Business-Advisor/Business/
Chaitanya India Fin Credit Private Limited reported its annual results for the 2011-2012 financial year. While profit after tax was close to expectations, the loan portfolio grew slower than planned due to difficulties accessing debt funds. Key highlights included a focus on improving operational quality, stabilizing branches and processes, and piloting new products like gold loans and livestock insurance. Overall it was a year of consolidation after regulatory changes, with an emphasis on developing a robust and sustainable business model.
The document outlines the corporate governance guidelines of Office Depot, Inc. It discusses [1] the composition of the board, including the election of chair and lead director, size of the board, and selection of board candidates; [2] requirements for board membership including independence, retirement age, and term limits; and [3] processes for board meetings, including agenda setting, executive sessions, and interaction with management and advisors. The guidelines are intended to assist the board in exercising its responsibilities under relevant laws and regulations.
Harley-Davidson was founded in 1901 in Milwaukee, Wisconsin and is an American motorcycle manufacturer. It started with two founders building motorcycles in a backyard shed. By the 1960s, the company was struggling but was bought by new owners in 1981 who turned it around. Today, Harley-Davidson has over 1,600 dealers globally and is known as an American icon. The company emphasizes excellent corporate governance and relationships between management, employees, dealers and customers.
- The Board of Directors of Advanced Micro Devices is responsible for overseeing the company's operations, financials, and adherence to governance standards.
- The document outlines the board's principles for composition, leadership, committees, meetings, management selection, and relationship with senior management.
- Key aspects include requirements for director independence, criteria for nomination and evaluation of directors, establishment of committees and their charters, and processes for CEO evaluation and succession planning.
The document discusses the composition, roles, and requirements around Nomination and Remuneration Committees and Shareholders' Grievance Committees according to the Companies Act and Clause 49 of the Listing Agreement. For Nomination and Remuneration Committees, the key points are that the chairman must be an independent director, and there are contradictions between the Act and Clause 49 regarding applicability thresholds. For Shareholders' Grievance Committees, the purpose is to address shareholder complaints, the committee must have a non-executive independent director as chairman, and Clause 49 makes these committees mandatory for listed companies.
The document outlines Office Depot's corporate governance guidelines. It discusses the board composition including the election of the chair and lead director. It also covers director independence, selection of candidates, orientation and continuing education. The document provides guidance on board meetings, committees, leadership development, conflicts of interest and an annual review of the CEO.
The document outlines 27 corporate governance guidelines for Walgreen Co., including:
1) The board believes the roles of chairman and CEO should be considered during succession planning based on circumstances.
2) The board may designate a lead independent director to strengthen board oversight and communication.
3) The board has four standing committees - audit, compensation, nominating and governance, and finance - and only independent directors may serve on the first three.
4) Director responsibilities include attending meetings, reviewing materials, providing oversight of management and major strategies, and annually evaluating board performance.
The board composition must meet the standards set by law and best practice to ensure good corporate governance practice which ensures that the organization is properly run for the benefit of the shareholders.
This document contains information about non-executive directors (NEDs), including definitions, who they are, their roles, and provisions regarding NEDs in India. It begins with definitions of terms like NED, managing director, and executive director. It explains that NEDs are members of the board who do not participate in day-to-day management. Their roles include monitoring executive performance, contributing to strategy, and sitting on committees. The document also discusses NED provisions in India, differences between NEDs and independent directors, and duties and responsibilities of NEDs.
This document is the Combined Code on Corporate Governance from July 2003. It outlines best practices for corporate governance in the UK, including:
1) The roles and responsibilities of boards of directors in providing leadership, setting strategy, overseeing risk management, and acting in the interests of shareholders.
2) Guidance on remuneration, accountability, audit committees, and relations with shareholders.
3) The roles and responsibilities of institutional shareholders in evaluating corporate governance practices and engaging in dialogue with companies.
4) Related guidance on internal controls, audit committees, and suggestions from the Higgs report on the roles of chairs, non-executive directors, and board committees.
This document discusses corporate governance practices at Hindustan Unilever Limited. It states that transparency and accountability are key tenets of corporate governance. It also discusses the company's commitment to ethical business practices and regulatory compliance. The document then describes the company's board of directors and various board committees responsible for governance functions like audit, nomination, remuneration, and corporate social responsibility.
The document outlines corporate governance guidelines for Centex Corporation's Board of Directors. It discusses the structure of the Board, including its committees, and the selection and qualifications of directors. It also covers director independence standards, related party transactions, stockholder nominations, director resignations, and director responsibilities. The guidelines are intended to reflect the principles and practices that the Board will follow in carrying out its oversight duties.
This document is the Combined Code on Corporate Governance published by the Financial Reporting Council in July 2003. It provides guidance to companies on good governance practices related to board composition and effectiveness, remuneration, accountability, relations with shareholders, and the role of institutional shareholders. The Code consists of main principles and supporting provisions, and takes a "comply or explain" approach where companies report on how they apply the principles and either comply with the provisions or explain any non-compliance. It aims to promote high quality governance and transparency through balanced leadership, accountability, and shareholder relations at listed companies.
This document contains the notice for the 48th Annual General Meeting of DLF Limited to be held on August 12, 2013. The notice includes the ordinary business to be conducted which is to receive and adopt the audited financial statements, declare dividend, appoint directors, and appoint auditors. It provides details on the directors retiring and seeking re-appointment. It also includes notes about appointment of proxies, details of the registrar and share transfer agent, book closure dates to determine dividend eligibility, and payment of dividend.
This document summarizes corporate governance and secretarial standards. It defines corporate governance as the system that directs and controls business corporations. An effective corporate governance framework provides structure, rules, and processes to achieve company objectives while monitoring performance. Secretarial standards are supplementary rules established by the Institute of Company Secretaries of India to standardize and harmonize secretarial practices. The document outlines the objectives and procedures for establishing these secretarial standards, which currently include 10 standards related to board meetings, shareholder meetings, financial reporting, and other matters.
Presentation on Independent Director as per Companies Act 2013Vishal Dhona, ACS
Presentation is made for understanding what is independent director? what are its roles?
Also by means of this you can understand what are the various provisions applicable to independent director.
Rating of sanghamitra rural financial servicesNaresh Majhi
1) SRFS is a microfinance institution based in Bangalore, Karnataka that provides credit to self-help groups promoted by MYRADA, a well-known NGO.
2) SRFS has over 100,000 members and a gross portfolio of Rs. 48.6 crores as of March 2008. It operates on a self-help group bank linkage model.
3) SRFS receives support from MYRADA, which facilitates its operations and training. It has a strong board and low operating expenses. However, its profitability is declining and portfolio-at-risk is increasing.
The document summarizes corporate governance best practices for companies and institutional shareholders. For companies, it outlines the roles and responsibilities of the board of directors, including board composition, director independence, appointments, evaluations and remuneration. It also discusses relations with shareholders, financial reporting, internal controls and the audit committee. For institutional shareholders, it discusses engaging in dialogue with companies, evaluating governance disclosures, and exercising shareholder voting responsibilities.
Independent directors are Hardly IndependentPuneet_Piyush
The document discusses the role and responsibilities of independent directors on company boards in India according to Clause 49 of the listing agreement. It states that independent directors should comprise at least one third of boards where the chairman is non-executive, and half where the chairman is executive. Independent directors are responsible for ensuring accurate financial reporting, risk management and legal compliance. However, many current independent directors hold multiple roles and have close ties with company promoters, weakening their independence. Reforms are needed to improve independent director qualifications, time commitments, and true independence from company management.
Various provisions regarding independent director, appointment, qualification, remuneration, duties and roles of Independent director as mentioned in Schedule IV. In case you need this power point presentation, you can comment your email id.
This document outlines the key aspects of corporate governance as per Clause 49 of the Indian listing agreement. It discusses the meaning and role of corporate governance, as well as the requirements for board of directors, audit committees, disclosure, and other matters. The key points are:
1. Corporate governance aims to ensure transparency, accountability, and integrity in a company's dealings. It calls for decision-making and establishing responsibilities.
2. Clause 49 sets the standards for corporate governance that listed companies must comply with. It covers topics like board composition, roles of independent directors, audit committee qualifications, and other disclosures.
3. Requirements include having a majority of non-executive directors on the board, minimum board
The document provides an annual report for Chaitanya India Fin Credit Private Limited for the 2013-2014 fiscal year. It summarizes the company's financial and operational performance including a 64% increase in active clients to 46,000, a 77% increase in loan book to 56.5 crores, a 55% increase in profit after tax to 79.57 lakhs, expansion to 29 branches from 24, and maintenance of high repayment rates at 99.9% with low portfolio at risk. It also discusses the company's risk management strategies, audit and internal controls practices, and human resources initiatives to support its continued growth.
Here are potential responses to the questions about the Heinz Corp ethics case study:
1. Internal parties affected include Julia (accused of theft), Joanne (witness), other employees (lose trust), and the company (financial loss). External parties affected include customers (deposits stolen). All could lose money and trust in the company.
2. Joanne could: a) Report suspicions to president privately. Risk: no proof, creates tension. b) Gather evidence first before reporting. Risk: more money stolen if waits. c) Report anonymously. Risk: no follow up questions possible
3. The most appropriate action is for Joanne to report her suspicions and observations to the president privately but immediately. This alerts management while allowing
Narayan Murthy Committee Report 2003 on Corporate Governance Arpan Ghosh
The document outlines the evolution of corporate governance codes and regulations in India over time. It discusses reports and committees from 1995 onwards that developed voluntary and mandatory codes, including the CII code in 1998, SEBI committee reports in 2000 and 2002, and the Narayana Murthy committee in 2003 which laid out mandatory and non-mandatory recommendations for listed companies around audit committees, related party transactions, and other governance issues.
This document discusses creative accounting, fraud, and accounting scandals. It defines creative accounting as using flexibility in accounting standards to serve the interests of preparers rather than provide a true and fair view. Managerial motivations for creative accounting include boosting profits for compensation purposes and managing gearing. Methods include manipulating income, expenses, assets, liabilities, and using off-balance sheet financing. Several accounting scandals are examined as case studies, including Polly Peck, Maxwell Communications, Enron, and Parmalat. The impacts of creative accounting and fraud include erosion of accounting standards and an ongoing "regulatory war". Controlling such practices remains an ongoing challenge.
CII-Confederation of Indian Industry-corporate governance codePallav Tyagi
The document summarizes recommendations from the Confederation of Indian Industry (CII) for effective corporate governance practices in India. Some key recommendations include: having independent, non-executive directors make up at least 30-50% of boards; limiting individual directorships to 10 companies; establishing audit committees for large companies; enhancing financial disclosures; implementing compliance certifications from CEOs and CFOs; and imposing penalties on companies that default on deposits. The CII is an industry association that works with the government and private sector to promote economic growth in India.
This document summarizes the key points from the Naresh Chandra Committee report on corporate governance from 2002 presented by Sahana Hiremath. The report discusses how Kautilya's views on governing a monarchy can apply to successfully running modern corporations. It recommends strict corporate governance to build confidence among stakeholders. The report proposes establishing independent quality review boards to examine audit, secretarial, and cost accounting firms. It defines independent directors and recommends at least 50% of board members be independent. It also recommends exempting independent directors from certain civil and criminal liabilities and training programs for independent directors.
Whistleblowing and Whistleblower Protection Act. ICC Guidelines on Whistleblowing. Should the whisteblowing act be extended in the private sector?
I have uploaded it in the pdf format.
The board composition must meet the standards set by law and best practice to ensure good corporate governance practice which ensures that the organization is properly run for the benefit of the shareholders.
This document contains information about non-executive directors (NEDs), including definitions, who they are, their roles, and provisions regarding NEDs in India. It begins with definitions of terms like NED, managing director, and executive director. It explains that NEDs are members of the board who do not participate in day-to-day management. Their roles include monitoring executive performance, contributing to strategy, and sitting on committees. The document also discusses NED provisions in India, differences between NEDs and independent directors, and duties and responsibilities of NEDs.
This document is the Combined Code on Corporate Governance from July 2003. It outlines best practices for corporate governance in the UK, including:
1) The roles and responsibilities of boards of directors in providing leadership, setting strategy, overseeing risk management, and acting in the interests of shareholders.
2) Guidance on remuneration, accountability, audit committees, and relations with shareholders.
3) The roles and responsibilities of institutional shareholders in evaluating corporate governance practices and engaging in dialogue with companies.
4) Related guidance on internal controls, audit committees, and suggestions from the Higgs report on the roles of chairs, non-executive directors, and board committees.
This document discusses corporate governance practices at Hindustan Unilever Limited. It states that transparency and accountability are key tenets of corporate governance. It also discusses the company's commitment to ethical business practices and regulatory compliance. The document then describes the company's board of directors and various board committees responsible for governance functions like audit, nomination, remuneration, and corporate social responsibility.
The document outlines corporate governance guidelines for Centex Corporation's Board of Directors. It discusses the structure of the Board, including its committees, and the selection and qualifications of directors. It also covers director independence standards, related party transactions, stockholder nominations, director resignations, and director responsibilities. The guidelines are intended to reflect the principles and practices that the Board will follow in carrying out its oversight duties.
This document is the Combined Code on Corporate Governance published by the Financial Reporting Council in July 2003. It provides guidance to companies on good governance practices related to board composition and effectiveness, remuneration, accountability, relations with shareholders, and the role of institutional shareholders. The Code consists of main principles and supporting provisions, and takes a "comply or explain" approach where companies report on how they apply the principles and either comply with the provisions or explain any non-compliance. It aims to promote high quality governance and transparency through balanced leadership, accountability, and shareholder relations at listed companies.
This document contains the notice for the 48th Annual General Meeting of DLF Limited to be held on August 12, 2013. The notice includes the ordinary business to be conducted which is to receive and adopt the audited financial statements, declare dividend, appoint directors, and appoint auditors. It provides details on the directors retiring and seeking re-appointment. It also includes notes about appointment of proxies, details of the registrar and share transfer agent, book closure dates to determine dividend eligibility, and payment of dividend.
This document summarizes corporate governance and secretarial standards. It defines corporate governance as the system that directs and controls business corporations. An effective corporate governance framework provides structure, rules, and processes to achieve company objectives while monitoring performance. Secretarial standards are supplementary rules established by the Institute of Company Secretaries of India to standardize and harmonize secretarial practices. The document outlines the objectives and procedures for establishing these secretarial standards, which currently include 10 standards related to board meetings, shareholder meetings, financial reporting, and other matters.
Presentation on Independent Director as per Companies Act 2013Vishal Dhona, ACS
Presentation is made for understanding what is independent director? what are its roles?
Also by means of this you can understand what are the various provisions applicable to independent director.
Rating of sanghamitra rural financial servicesNaresh Majhi
1) SRFS is a microfinance institution based in Bangalore, Karnataka that provides credit to self-help groups promoted by MYRADA, a well-known NGO.
2) SRFS has over 100,000 members and a gross portfolio of Rs. 48.6 crores as of March 2008. It operates on a self-help group bank linkage model.
3) SRFS receives support from MYRADA, which facilitates its operations and training. It has a strong board and low operating expenses. However, its profitability is declining and portfolio-at-risk is increasing.
The document summarizes corporate governance best practices for companies and institutional shareholders. For companies, it outlines the roles and responsibilities of the board of directors, including board composition, director independence, appointments, evaluations and remuneration. It also discusses relations with shareholders, financial reporting, internal controls and the audit committee. For institutional shareholders, it discusses engaging in dialogue with companies, evaluating governance disclosures, and exercising shareholder voting responsibilities.
Independent directors are Hardly IndependentPuneet_Piyush
The document discusses the role and responsibilities of independent directors on company boards in India according to Clause 49 of the listing agreement. It states that independent directors should comprise at least one third of boards where the chairman is non-executive, and half where the chairman is executive. Independent directors are responsible for ensuring accurate financial reporting, risk management and legal compliance. However, many current independent directors hold multiple roles and have close ties with company promoters, weakening their independence. Reforms are needed to improve independent director qualifications, time commitments, and true independence from company management.
Various provisions regarding independent director, appointment, qualification, remuneration, duties and roles of Independent director as mentioned in Schedule IV. In case you need this power point presentation, you can comment your email id.
This document outlines the key aspects of corporate governance as per Clause 49 of the Indian listing agreement. It discusses the meaning and role of corporate governance, as well as the requirements for board of directors, audit committees, disclosure, and other matters. The key points are:
1. Corporate governance aims to ensure transparency, accountability, and integrity in a company's dealings. It calls for decision-making and establishing responsibilities.
2. Clause 49 sets the standards for corporate governance that listed companies must comply with. It covers topics like board composition, roles of independent directors, audit committee qualifications, and other disclosures.
3. Requirements include having a majority of non-executive directors on the board, minimum board
The document provides an annual report for Chaitanya India Fin Credit Private Limited for the 2013-2014 fiscal year. It summarizes the company's financial and operational performance including a 64% increase in active clients to 46,000, a 77% increase in loan book to 56.5 crores, a 55% increase in profit after tax to 79.57 lakhs, expansion to 29 branches from 24, and maintenance of high repayment rates at 99.9% with low portfolio at risk. It also discusses the company's risk management strategies, audit and internal controls practices, and human resources initiatives to support its continued growth.
Here are potential responses to the questions about the Heinz Corp ethics case study:
1. Internal parties affected include Julia (accused of theft), Joanne (witness), other employees (lose trust), and the company (financial loss). External parties affected include customers (deposits stolen). All could lose money and trust in the company.
2. Joanne could: a) Report suspicions to president privately. Risk: no proof, creates tension. b) Gather evidence first before reporting. Risk: more money stolen if waits. c) Report anonymously. Risk: no follow up questions possible
3. The most appropriate action is for Joanne to report her suspicions and observations to the president privately but immediately. This alerts management while allowing
Narayan Murthy Committee Report 2003 on Corporate Governance Arpan Ghosh
The document outlines the evolution of corporate governance codes and regulations in India over time. It discusses reports and committees from 1995 onwards that developed voluntary and mandatory codes, including the CII code in 1998, SEBI committee reports in 2000 and 2002, and the Narayana Murthy committee in 2003 which laid out mandatory and non-mandatory recommendations for listed companies around audit committees, related party transactions, and other governance issues.
This document discusses creative accounting, fraud, and accounting scandals. It defines creative accounting as using flexibility in accounting standards to serve the interests of preparers rather than provide a true and fair view. Managerial motivations for creative accounting include boosting profits for compensation purposes and managing gearing. Methods include manipulating income, expenses, assets, liabilities, and using off-balance sheet financing. Several accounting scandals are examined as case studies, including Polly Peck, Maxwell Communications, Enron, and Parmalat. The impacts of creative accounting and fraud include erosion of accounting standards and an ongoing "regulatory war". Controlling such practices remains an ongoing challenge.
CII-Confederation of Indian Industry-corporate governance codePallav Tyagi
The document summarizes recommendations from the Confederation of Indian Industry (CII) for effective corporate governance practices in India. Some key recommendations include: having independent, non-executive directors make up at least 30-50% of boards; limiting individual directorships to 10 companies; establishing audit committees for large companies; enhancing financial disclosures; implementing compliance certifications from CEOs and CFOs; and imposing penalties on companies that default on deposits. The CII is an industry association that works with the government and private sector to promote economic growth in India.
This document summarizes the key points from the Naresh Chandra Committee report on corporate governance from 2002 presented by Sahana Hiremath. The report discusses how Kautilya's views on governing a monarchy can apply to successfully running modern corporations. It recommends strict corporate governance to build confidence among stakeholders. The report proposes establishing independent quality review boards to examine audit, secretarial, and cost accounting firms. It defines independent directors and recommends at least 50% of board members be independent. It also recommends exempting independent directors from certain civil and criminal liabilities and training programs for independent directors.
Whistleblowing and Whistleblower Protection Act. ICC Guidelines on Whistleblowing. Should the whisteblowing act be extended in the private sector?
I have uploaded it in the pdf format.
Creative accounting refers to manipulating financial statements through flexibility in accounting rules to misrepresent the actual financial performance and position of a company. It can involve overstating revenues and assets or understating expenses and liabilities. While some view it as a legitimate way to provide clearer financial information, critics argue it misleads investors and other stakeholders for the benefit of managers. Common techniques include improper revenue recognition, manipulating reserves and provisions, and fiddling with acquisition values. Several major accounting scandals in the past involved billions in inflated or fake earnings through creative accounting.
The document outlines BAJAJ's corporate social responsibility policy and initiatives. It discusses BAJAJ's philosophy of creating shared economic and social benefits. The document also describes BAJAJ's CSR activities at different levels, from long-term shareholder value to community initiatives. Finally, it mentions that BAJAJ follows the Global Reporting Initiative framework to report on its sustainability performance and initiatives.
This document summarizes the six key principles of corporate governance as established by the Organisation for Economic Cooperation and Development (OECD). It outlines the principles of ensuring an effective governance framework, equitable treatment of shareholders, the role of institutional investors and intermediaries, consideration of stakeholder interests, disclosure and transparency, and board responsibilities. The principles call for legal and regulatory frameworks that promote transparency and market integrity, protection of shareholder rights, management of conflicts of interest, fair treatment of all stakeholders, and establishment of ethical standards and oversight by boards of directors.
This document summarizes the Sarbanes-Oxley Act of 2002, which aimed to reform corporate governance and enhance financial disclosures. It discusses the major elements and titles of the act, including establishing the Public Company Accounting Oversight Board, increasing auditor independence, enhancing corporate responsibility and financial disclosures, and increasing penalties for white collar crimes and fraud. Key sections are also summarized, such as sections related to internal controls, off-balance sheet items, assessing internal controls, financial disclosures, criminal penalties, and CEO/CFO certification of financial reports.
The document discusses the ethics of whistleblowing and addresses several key questions:
1) It examines the difference between someone who knows of wrongdoing but says nothing versus someone who did not know but also would not have said anything if they knew.
2) It explores the barriers to successful internal whistleblowing programs, such as lack of trust, fear of retaliation, and misguided loyalty.
3) It analyzes the relationship between whistleblowing and morality, noting that while whistleblowing upholds principles of ethics, whistleblowers often face punishment that challenges notions of duty and choice.
The Kumar Mangalam Birla Committee was formed by SEBI in 1999 to develop a code of corporate governance for Indian companies. The committee submitted recommendations for both mandatory and non-mandatory guidelines. Key mandatory recommendations included composition of boards, establishment of audit committees, and disclosure requirements. The recommendations were implemented through Clause 49 of the listing agreement, which came into effect in 2005 and aimed to improve governance standards for listed companies.
Here are three potential responses with varying levels of ethics:
1. You could offer the boy Rs. 5,000,000 as requested since that is what he said he would be happy with. However, this does not achieve the fair market value for the home.
2. You could research recent comparable home sales in the area to determine a fair market value and offer that amount to the boy, fully explaining your valuation process. This treats both parties fairly.
3. You could offer a higher price closer to the Rs. 8,000,000 valuation you determined since you have a duty as a businessman to help the boy maximize the sale value. However, this requires fully explaining your higher valuation to avoid appearing deceptive.
This document summarizes a student internship project analyzing insurance cancellations at Bajaj Finserv lending counters in Mumbai. Key findings from surveys of 105 customers, 50 agents, and 50 dealers included that insurance was often mis-sold by pressuring customers to purchase without consent or providing full information. Many cancellations occurred due to financial problems or customers changing their minds due to peer influence. Recommendations included improving agent training, pitching insurance both over the counter and via calling, adding maturity payouts and family coverage to policies, and increasing dealer awareness of insurance benefits.
The document summarizes and compares the employee welfare schemes of Hero Motors and other companies. It provides an overview of Hero Motors, outlining its history, products, facilities, and achievements. It then defines employee welfare schemes and lists common facilities covered, like medical, transportation, loans, and recreational activities. The research methodology is described as selecting companies, gathering welfare information through questionnaires, and analyzing the data. Key welfare programs at Hero Motors are also outlined, such as loans, canteens, uniforms, and training. The document aims to evaluate Hero Motors' welfare schemes and compare them to other organizations.
This document summarizes a presentation about Bajaj Auto Ltd. It discusses the company's history, products, market segments, organizational structure, financial performance, and SWOT analysis. Bajaj Auto is a major Indian vehicle manufacturer known for scooters, motorcycles, and auto rickshaws. It is India's largest exporter of two and three-wheelers. While Bajaj enjoys strong financials and manufacturing capabilities, it could further develop new products, tap export markets, and target younger consumers to maintain growth.
The document discusses corporate governance in banks, specifically cooperative banks in India. It notes that cooperative banks have faced problems recently like mismanagement and financial impropriety that have threatened the cooperative system. Good corporate governance is needed now more than ever to restore customer confidence. The document then discusses how corporate governance principles developed from scandals in the US and UK. It highlights recommendations from the influential Cadbury Report on improving board oversight and transparency. The document argues that banking requires more government oversight than other sectors due to risks to depositors, opaque assets, and potential contagion effects. Greater transparency and disclosure are seen as important pillars of good corporate governance for banks.
An ethical leader is a moral person who consistently upholds ethical principles and creates the perception that ethics are important to the organization. Effective ethical leaders communicate that everyone faces ethical challenges and the organization's reaction is important. When leaders model ethical behavior, discipline misconduct, and consider ethics in decision making, employees observe less misconduct and are more willing to report issues. Ethical leadership helps create an effective ethics program.
This document provides an overview of corporate governance. It defines corporate governance as applying best management practices and complying with laws and ethical standards to effectively manage a company and create wealth for stakeholders. Good corporate governance provides benefits like better access to financing, lower costs of capital, improved performance, and reduced risk. The four pillars of corporate governance are accountability, fairness, transparency, and independence. In India, organizations like CII and SEBI have worked to establish corporate governance standards and regulations like Clause 49 to strengthen practices at publicly listed companies.
The document discusses the roles and responsibilities of boards of directors. It explains that boards of directors are bodies that oversee the activities of companies and organizations. They are responsible for overall management, strategy, and effective functioning. Boards delegate day-to-day operations to executives but remain accountable for performance. The document also provides examples of board structures and responsibilities for banks, including composition of boards, eligibility of directors, and regulatory oversight by the Reserve Bank of India.
The document outlines the corporate governance guidelines of Office Depot, Inc. It discusses board composition, including the election of the chair and lead director, board size, selection of director candidates, and board membership criteria. It also covers director orientation and continuing education, director independence, retirement age and term limits for directors, and board compensation. The guidelines address board interaction with senior management and independent advisors, as well as board meetings, including meeting frequency and agenda setting.
Constitution, role of nomination and remuneration committee - Dr S. Chandrase...D Murali ☆
Constitution, role of nomination and remuneration committee - Dr S. Chandrasekaran - Article published in Business Advisor, dated December 10, 2014 http://www.magzter.com/IN/Shrinikethan/Business-Advisor/Business/
- The document is the annual report of L&T Finance Holdings Limited for the financial year 2013-14.
- Some key highlights include the company's consolidated net worth growing from Rs. 3,99,479 crores in FY2012-13 to Rs. 5,23,718 crores in FY2013-14. The average assets under management of the mutual fund business grew 63% to Rs. 1,82,55,18.65 lakhs.
- The loan book size grew 20% from Rs. 32,20,000 lakhs to Rs. 38,96,714.04 lakhs. The company infused capital into various subsidiaries during the year and
The document discusses the corporate governance practices of NTPC, an Indian power company. It describes NTPC's philosophy of corporate governance focusing on efficiency, growth, investor confidence and shareholder returns. It then provides details on NTPC's board of directors including its current composition of 6 full-time directors, 1 managing director, 9 independent directors, and 2 government directors. It also summarizes the various committees established by the board to focus on key issues and oversight.
The document outlines the compensation and stock option committee charter of Reliance Steel & Aluminum Co. It establishes that the committee will consist of at least 3 independent board members who will assist the board in determining compensation for executive officers and senior management. The committee is responsible for reviewing and approving compensation policies, evaluating executive performance and compensation including the CEO's, administering incentive plans, and preparing an annual report on executive compensation. The committee will meet at least twice a year to carry out these responsibilities.
Corporate governance in India aims to maximize long-term shareholder value legally and ethically while respecting the rights of all stakeholders. It originated with voluntary codes developed by industry groups in the late 1990s and has since been regulated through listing agreement reforms requiring independent directors, audit committees, and disclosure standards. Various committees have studied corporate governance best practices and made recommendations to regulatory authorities to strengthen oversight, transparency, and protections for investors and the public interest.
The document provides the vision and mission statements of a financial services provider. The vision is to be a quality financial services provider maintaining the highest banking standards. The mission is to be a strong and stable financial institution offering innovative products and services while contributing to national economic and social development.
The document discusses corporate governance guidelines for Central Public Sector Undertakings (CPSEs) in India as issued by the Department of Public Enterprises (DPE). It outlines the composition and functions of boards of directors, audit committees, and remuneration committees according to DPE guidelines. However, some CPSEs are not fully complying with the guidelines regarding representation of independent directors and functioning of audit committees. Improving governance of CPSEs could help raise their performance and competitiveness.
The Compensation Committee is responsible for overseeing Winn-Dixie's compensation plans and programs, evaluating and setting compensation for the CEO, CFO, and other executive officers, administering equity incentive plans, and overseeing talent reviews and succession planning. Key duties include assisting in setting the overall compensation strategy, reviewing executive compensation, administering annual bonus and equity plans, and advising on CEO and senior management succession. The Committee is composed of independent directors and has authority to retain outside advisors to assist in its responsibilities.
The Compensation Committee is responsible for overseeing Winn-Dixie Stores, Inc.'s compensation plans and programs, evaluating and establishing compensation for the CEO, CFO, and other executive officers, and administering the company's equity-based incentive plans. Key responsibilities include assisting in setting the overall compensation strategy, overseeing annual incentive bonus plans, reviewing executive compensation, and advising on succession planning. The Committee is composed of at least three independent directors and meets at least quarterly.
This document discusses the corporate governance philosophy and practices of Tata Steel, an Indian steel company founded in 1907 in Mumbai. It outlines the company's commitment to ethical business conduct and enhancing long-term shareholder value. Key aspects covered include the roles and responsibilities of the Board of Directors in overseeing management and protecting stakeholder interests. It also describes processes for director appointments, board meetings, and communications with shareholders to ensure transparency.
1. The document is the annual report for Astra Microwave Products Limited for the year 2014-15. It provides information on the company's board of directors, auditors, bankers, factories, and registrars.
2. The notice is for the 24th Annual General Meeting of Astra Microwave Products to be held on July 30, 2015. The meeting agenda includes adopting the financial statements, declaring dividends, electing directors, appointing auditors, and reappointing the Managing Director and COO.
3. Special resolutions are proposed to reappoint the Managing Director Mr. B. Malla Reddy and the COO Mr. P.A. Chitrakar for five years each and
Corporate Reporting - Limited Companies: Statement of Comprehensive IncomeDayana Mastura FCCA CA
This document discusses key items that appear on the statement of comprehensive income (SOCI) for limited companies, including directors' remuneration, debenture interest, auditor's remuneration, and dividends. It explains that directors may receive fees or salaries, debenture interest is an expense of the company, and auditor's remuneration needs to be accrued. It also outlines the distributable profits calculation and factors directors must consider in determining dividend policy, such as available profits and cash needs. The SOCI format provided shows net profit, preference dividends, ordinary dividends, and retained profit calculations.
- Sanghar Sugar Mills Limited is a listed company trading on the Karachi and Lahore Stock Exchanges. It communicates regularly with shareholders and other users through annual, half-yearly, and quarterly reports.
- The company saw an increase in profit after taxation to Rs. 8.7 million in 2014 compared to Rs. 6.9 million in 2013. Total assets also increased substantially to Rs. 1.8 billion in 2014 from Rs. 1.2 billion in 2013.
- Key financial ratios such as gross profit ratio, net profit to sales, return on capital employed, and earnings per share all improved from 2013 to 2014, indicating stronger financial performance.
- Assist customers with basic banking needs like deposits, withdrawals, account opening etc.
- Process basic transactions like fund transfers, cheque clearances etc.
- Handle cash management and reconciliation.
- Provide customer service and address queries.
Probationary Officer:
- Analyze financial data and evaluate loan applications.
- Approve or decline loans based on credit worthiness of customers.
- Monitor loan accounts and ensure timely repayment.
- Cross-sell bank's products and acquire new customers.
- Handle corporate/retail banking functions.
Manager:
- Manage a branch/department and oversee day-to-day operations.
- Achieve business and revenue targets.
- Develop
1. The document discusses executive compensation structures at Pharmaxis Ltd and Sigma Pharmaceuticals Ltd, including components of remuneration, regulatory disclosure requirements, and relationships between pay and performance.
2. At Pharmaxis, executives receive a base salary, superannuation, and variable cash incentives based on achieving annual performance targets. Equity remuneration includes options and restricted shares. At Sigma, remuneration includes base fees for non-executives and fixed pay plus short-term and long-term incentives for executives.
3. Both companies use remuneration and nomination committees to evaluate executive performance and set compensation. Short-term and long-term incentives are intended to motivate executives to achieve
The document discusses executive compensation at Pharmaxis Ltd and Sigma Pharmaceuticals Ltd. It outlines the components of executive remuneration at Pharmaxis, including base salary, superannuation, variable cash incentives, and equity remuneration. It also analyzes the relationship between executive remuneration and company performance for both companies. Regulatory disclosure requirements for executive compensation are also reviewed.
The document discusses company management and the roles and responsibilities of directors. It provides details on:
- Directors are responsible for governing and controlling company policy. They act as agents, managing partners, and trustees of the company.
- Companies must have a minimum of two (private) or three (public) directors. One director may be elected by small shareholders holding a nominal value of Rs. 20,000 or less in qualifying companies.
- Directors are subject to qualification requirements, disqualification criteria, and must obtain a unique Director Identification Number (DIN).
- Appointment, retirement and remuneration of directors is governed by the companies act and articles of association. Maximum managerial remuneration is
Learnings from Successful Jobs SearchersBruce Bennett
Are you interested to know what actions help in a job search? This webinar is the summary of several individuals who discussed their job search journey for others to follow. You will learn there are common actions that helped them succeed in their quest for gainful employment.
Leadership Ambassador club Adventist modulekakomaeric00
Aims to equip people who aspire to become leaders with good qualities,and with Christian values and morals as per Biblical teachings.The you who aspire to be leaders should first read and understand what the ambassador module for leadership says about leadership and marry that to what the bible says.Christians sh
Success is often not achievable without facing and overcoming obstacles along the way. To reach our goals and achieve success, it is important to understand and resolve the obstacles that come in our way.
In this article, we will discuss the various obstacles that hinder success, strategies to overcome them, and examples of individuals who have successfully surmounted their obstacles.
A Guide to a Winning Interview June 2024Bruce Bennett
This webinar is an in-depth review of the interview process. Preparation is a key element to acing an interview. Learn the best approaches from the initial phone screen to the face-to-face meeting with the hiring manager. You will hear great answers to several standard questions, including the dreaded “Tell Me About Yourself”.
Joyce M Sullivan, Founder & CEO of SocMediaFin, Inc. shares her "Five Questions - The Story of You", "Reflections - What Matters to You?" and "The Three Circle Exercise" to guide those evaluating what their next move may be in their careers.
In the intricate tapestry of life, connections serve as the vibrant threads that weave together opportunities, experiences, and growth. Whether in personal or professional spheres, the ability to forge meaningful connections opens doors to a multitude of possibilities, propelling individuals toward success and fulfillment.
Eirini is an HR professional with strong passion for technology and semiconductors industry in particular. She started her career as a software recruiter in 2012, and developed an interest for business development, talent enablement and innovation which later got her setting up the concept of Software Community Management in ASML, and to Developer Relations today. She holds a bachelor degree in Lifelong Learning and an MBA specialised in Strategic Human Resources Management. She is a world citizen, having grown up in Greece, she studied and kickstarted her career in The Netherlands and can currently be found in Santa Clara, CA.
1. Corporate Governance Project
A comparative study of the Remuneration details of ED, NED &
Independent Directors in SENSEX companies
Submitted to:
Submitted by:
Prof. S.N. Sinha
Vaibhav Dayal
2012350
Sec-F
1|Page
2. A comparative study of the Remuneration details of ED, NED &
Independent Directors in SENSEX companies.
Remuneration Committee: The remuneration committee is established to ensure that
remuneration arrangements support the strategic aims of the business and enable the
recruitment, motivation and retention of senior executives while complying with the
requirements of regulatory and governance bodies, satisfying the expectations of shareholders
and remaining consistent with the expectations of the wider employee population.
1. Company: Bajaj Auto Limited
Executive Director: Rahul Bajaj, Madhur Bajaj and Rajiv Bajaj.
Non-Executive Director: Sanjiv Bajaj, Shekhar Bajaj, Manish Kejriwal and Neeraj Bajaj.
Independent Directors: D S Mehta, Kantikumar R Podar, D J Balaji Rao, J N Godrej, S H
Khan, Ms Suman Kirloskar, Naresh Chandra, Nanoo Pamnani and P Murari.
Executive Director’s compensation
Executive directors are entitled to superannuation benefits payable in the form of an annuity
from an approved life insurance company which forms part of the perquisites allowed to them.
No pension is paid by the Company.
Non-executive directors’ compensation
As per the current directors’ remuneration policy, non-executive directors of the Company are
being paid, in addition to the sitting fee of Rs 20,000 per meeting for every meeting of the
Board and its committees attended by them, commission at the rate of Rs 100,000 per meeting
of the Board and its committees attended by them, subject to the overall ceiling of one percent
of net profits. In terms of the approvals given by the Board of Directors and shareholders,
Nanoo Pamnani will be paid ` 1,500,000 as additional commission for the year 2012-13 in
consideration of the extra services rendered by him at the request of the management during
the year 2012-13.
Independent Director Compensation
A sitting fee of Rs.20,000 per meeting is paid to independent directors, for every meeting of
the board or committees of the board attended. This has been fixed by the board of directors.
2|Page
3. Table: Remuneration paid/payable to directors during 2012-13
Total remuneration given by Bajaj Auto Ltd is Rs 36, 91, 30, 407
Net Income of the company Rs 42.77 billion or Rs 4, 277 crore.
Percentage of Remuneration of net income is 0.87 %
3|Page
4. 2. Company: Bharati Airtel
Executive Director: Mr. Sunil Bharti Mittal, Mr. Manoj Kumar Kohli, Mr. Gopal Vittal.
Non-Executive Directors: Mr. Ajay Lal, Ms. Chua Sock Koong, Mr. Craig Ehrlich, Mr.
Manish Kejriwal, Mr. Nikesh Arora, Ms. Obiageli Ezekwesili, Mr. Pulak Prasad, Mr. Rajan
Bharti Mittal, Ms. Tan Yong Choo, Mr. Tsun-yan Hsieh.
Independent Director: Mr. Ajay Lal, Mr. Craig Edward Ehrlich, Ms. Obiageli Ezekwesili,
Mr. Nikesh Arora, Mr. Pulak Prasad, Mr. Manish Kejriwal, Mr. Tsun-yan Hsieh, Mr. N.
Kumar, Lord Evan Mervyn Davies, H.E. Dr. Salim Ahmed Salim.
Remuneration of Executive director:
Remuneration of the Executive Directors has two components: fixed pay and variable pay
(performance-linked incentive). While the fixed pay is paid to the Directors on a monthly basis,
the performance-linked incentive is paid on the basis of individual performance after the end
of the financial year. The performance targets, i.e. the key result areas (KRA), together with
performance indicators for the Executive Directors, based on the balanced score card, are
approved by the HR Committee at the beginning of the year. At the end of the year, after
announcement of the annual results, the HR Committee evaluates the performance of each of
these Senior Executives against the targets set. The Committee also recommends the
performance-linked incentive for each of them to the Board for payment.
Remuneration of Non-Executive director:
The amount of commission payable to all the Non-Executive Directors is as follows:
Non-Executive Directors
USD 50,000 per annum for Directors not residing in India
Rs 2,500,000 per annum for Directors residing in India
Independent Non-Executive Directors
USD 100,000 per annum for Directors not residing in India
Rs 3,500,000 per annum for Directors residing in India
4|Page
5. Remuneration to Directors
Clause 49 of the Listing Agreement with the Stock Exchanges requires every listed company
to have the requisite number of Independent Directors on its Board and also sets out various
criteria for a person to be eligible for appointment as an Independent Director.
As per the policy:
a) The Independent Director must meet the baseline definition and criteria on “independence”
as set out in Clause 49 of the Listing Agreement and other regulations, as amended from time
to time.
b) The Independent Director must not be disqualified from being appointed as Director in terms
of Section 274 and other applicable provisions of the Companies Act, 1956.
c) The minimum age is 25 years and the maximum is 70 years.
d) As a general principle, the Independent Director are recommended to not be on the Board
of more than six public listed companies.
e) The recommended tenure is three terms of three years each. However keeping in mind the
need to maintain continuity and cohesiveness, it is envisaged that not more than two Directors
will retire in a financial year and if more than two changes are required within a year because
of retirement or resignation, the Board may, in its discretion limit the number of Directors
retiring during the year. In such case, the senior most in age will retire first and the remaining
Director(s) will retire in the following year.
f) If the retirement of any Director pursuant to policy is close to the date of the Annual General
Meeting, such Director will retire at the AGM.
Total Remuneration Rs 30, 98, 84, 033.
Net Income = Rs 503217000000
Percentage of Remuneration of net income =
.06 %
5|Page
6. 3. Company: Axis Bank Ltd.
Executive Director: Somnath Sengupta and V. Srinivasan.
Non-Executive Director: Dr. Sanjiv Misra.
Independent Director: V. R. Kaundinya, S. B. Mathur, Prasad R. Menon, Som Mittal, Ireena
Vittal, Rohit Bhagat and Samir K. Barua.
Remuneration to Non-Executive Director:
The following remuneration has been approved by Reserve Bank of India to be paid to Dr.
Sanjiv Misra effective 8th March 2013:
1. Salary of `15 lacs per annum.
2. Expenses for maintenance of office `1, 25,000 per month.
The Board has also approved providing a furnished office including all equipment’s to Dr.
Sanjiv Misra up to a total cost of `7.50 lacs (one-time expense).
Remuneration to Executive Directors:
6|Page
7. Remuneration to Directors:
Dr. Adarsh Kishore was appointed as Chairman of the Bank for a period of three years w.e.f.
8th March 2010.His term came to an end on 7th March 2013. The details of remuneration of
Dr. Adarsh Kishore during the year under review are:
Salary of `1,25,000 per month. The Bank has received approval of RBI, shareholders and of
the Central Government under the provisions of Section 309(4) of the Companies Act, 1956
for payment of salary to Dr. Adarsh Kishore.
Expenses for maintenance of office ce `1, 25,000 per month. Approval of the Board, Reserve
Bank of India, the shareholders and the Central Government have been obtained for the same
Table 3:
7|Page
8. 4. Company: Cipla Ltd
Executive Directors: Dr. Y.K. Hamied, Mr. M.K. Hamied and Mr. S. Radhakrishnan.
Non-Executive Directors: Dr. H.R. Manchanda, Mr. Ramesh Shroff, Mr. V.C. Kotwal, Mr.
M.R. Raghavan, Mr. Pankaj Patel and Dr. Ranjan Pai.
Remuneration to Executive Directors:
Remuneration to Non-Executive Directors:
Total Remuneration = Rs 2323.6 lakhs = Rs 2323600000
Net Income = Rs 8501.47 crore = Rs 85014700000
Percentage of remuneration of net income = 2.73 %
8|Page
9. 5. Company: Dr.Reddy's Laboratories Ltd
Executive Director: Dr. K Anji Reddy, Mr G. V. Prasad and Mr Satish Reddy
Independent Directors: Mr. Anupam Puri, Dr. Bruce L A Carter, Dr. Ashok S Ganguly, Ms.
Kalpana Morparia, Dr. Omkar Goswami, Mr. Ravi Bhoothalingam, Dr. J P Moreau, Mr. Sridar
Iyengar.
Remuneration for Executive Director:
The remuneration for the Executive Directors, including the commission based on net profits
of the Company, is recommended by the Nomination, Governance and Compensation
Committee to the Board for consideration. The commission to be paid to the Executive
Directors is decided by the Board every year, within the limits approved by the shareholders.
The criteria for making payments to the Executive Directors are:
a. Salary, as recommended by the Nomination, Governance and Compensation
Committee and approved by the Board and the shareholders. Perquisites and retirement
benefits are also paid in accordance with the Company’s compensation policies, as
applicable to all employees.
b. Remuneration paid to the Executive Directors is determined keeping in view the
industry benchmarks.
Remuneration for Independent Directors:
The Independent Directors are entitled to receive sitting fees for attending meetings of the
Board and its Committees and commission based on the net profits of the Company. The Board
of Directors decided to waive the sitting fee payable to them for the Board and Board
9|Page
10. Committee meetings held after July, 2012. The remuneration including commission payable to
the Directors during the year under review was in conformity with the applicable provisions of
the Companies Act, 1956, and duly considered and approved by the Board and the
shareholders.
Total Remuneration = Rs 283783000
Net Income= Rs 16,776 million = 16776 x 106
Percentage of Remuneration to Net Income is =1.69
6. Company: Coal India Ltd
Executive Director: Shri S. Narsingh Rao.
Independent Directors: Prof. S.K. Barua, Dr. R.N. Trivedi, Dr. Sheela Bide, Dr. Mohd. Anis
Ansari, Shri. Kamal .R. Gupta and Ms. Sachi Chaudhuri.
Remuneration:
10 | P a g e
11. TOTAL REMUNERATION: RS 11.39 CRORES
NET INCOME: RS 10338.03 CRORES
Percentage of Remuneration to Net Income is: 0.11%
7. Company: GAIL INDIA LTD.
Executive Directors: B. C. Tripathi, R. D. Goyal , Prabhat Singh, S Venkat Raman, P.K. Jain
and M. Ravindram.
Independent Directors: Mahesh Shah, R.M. Sethi, Dr. Vinayshil Gautam, Arun Agarwal, Dr
Shyamala Gopinath, Dr A.K. Khandelwal and R.P Singh.
11 | P a g e
12. Remuneration:
Company being a Government Company, the remuneration of its Whole-time Directors is
determined by the President of India, through Ministry of Petroleum & Natural Gas. The Parttime Director(s) (Government Nominee) do not receive any remuneration from the Company.
Further, the Part-time non-official (Independent) Directors are being paid sitting fee of `
20,000/- and ` 15,000/- for attending each meeting of the Board and Committee respectively in
addition to expenses incidental thereto.
Remuneration to Executive Directors:
The payment made to Whole-time Directors did not include provision for leave, gratuity and
Postretirement benefits as per AS-15 since the same were not ascertained for individual
Employee (Refer note no. 38). During the year under review, your Company had not
Introduced any stock-option scheme.
The service contract of Whole-time Directors is for five years (or till superannuation,
whichever is earlier) and is subject to extension by MoPNG. The notice period of three months
or salary in lieu thereof is required in case of severance of service. Part-time non-official
(Independent) Directors are usually appointed for three years period by Government of India.
12 | P a g e
13. Remuneration to Independent Directors:
Total Remuneration = Rs 31402000
Net Income=4022.2 crore= 4022.2 x 107
percentage of remuneration of net income=0.07 %
8. Company: HDFC BANK
Executive Director: Harish Engineer and Paresh Sukthankar.
Non-Executive Directors : Mr C.M. Vasudev, Mr Keki Mistry, Mrs Renu Karnad, Mr
Ashim Samanta, Dr. Pandit Palande, Mr Partho Datta, Mr. Bobby Parikh, Mr A. N. Roy.
Remuneration to Executive Director:
Remuneration to Non-Executive Director:
13 | P a g e
14. All the non-executive directors other than the Chairman receive remuneration only by way of
sitting fees for each meeting of the Board and its various committees. No stock options are
granted to any of the non-executive directors.
Sitting fees @ ` 20,000/- per meeting are paid for attending each meeting of the Board and its
various Committees except for the Investor Grievance (Share) Committee for which sitting
Fees @ ` 10,000/- per meeting are paid to the directors.
The details of sitting fees paid to non-executive directors during the year for attending meetings
of the Board and its various committees are as under :
Total Remuneration-= Rs 38352563
Net Income= Rs 6726.3 crore = Rs 67263000000
Percentage of remuneration of net income= 0.057 %.
9. Company: Hero MotoCorp Ltd
Executive Directors: Mr. Brijmohan Lall Munjal, Mr. Pawan Munjal, Mr. Sunil Kant Munjal
Non-Executive Directors: Mr. Suman Kant Munjal, Mr. Paul Edgerley
Non-Executive and Independent Directors: Mr. Pradeep Dinodia, Dr. Pritam Singh, Gen.
(Retd.) V.P.Malik, Mr. M. Damodaran, Dr. Anand C. Burman, Mr. Ravi Nath, and Mr. Analjit
Singh.
Remuneration of Executive Directors:
The remuneration structure comprises of Basic Salary, Commission, Perquisites and
allowances, Contribution to provident fund and other funds. Besides these, a fixed
commission @ 1 (one) % of the net profit, computed in accordance with Section 198 of the
Companies Act, 1956, is paid as per the terms of appointment.
14 | P a g e
15. Remuneration of Non- Executive Directors:
The Non-Executive Directors of the Company are paid sitting fees of ` 20,000 for each meeting
of the Board, Audit Committee, Remuneration and Compensation Committee and
Shareholders’ Grievance Committee attended by them.
In addition to the sitting fees, Non-Executive and Independent Directors are entitled to
remuneration by way of commission aggregating upto 0.10 % of net profit of the Company.
Total remuneration = Rs 980255266
Net Income = Rs 2118.16 crore= Rs 21181600000
Percentage of remuneration of net income= 4.6 %
15 | P a g e
16. 10. Company: Hindalco Industries Ltd
Executive Director: Mr. Debnarayan Bhattacharya
Non-Executive Directors: Mr. Kumar Mangalam Birla, Mrs. Rajashree Birla, Mr. Chaitan
Manbhai Maniar, Mr. Madhukar Manilal Bhagat, Mr. Kailash Nath Bhandari, Mr. Askaran
Agarwala, Mr.Narendra Jamnadas Jhaveri, Mr. Ram Charan, Mr. Jagdish Khattar, Mr.
Meleveetil Damodaran.
Remuneration paid to Executive Director:
(a) Mr D. Bhattacharya was paid a sum of ` 6,51,00,740 towards performance bonus linked to
achievement of targets.
(b) The appointment is subject to termination by three months’ notice in writing on either side.
Mr D. Bhattacharya had been re-appointed for a further period of 5 years w.e.f. 1st October,
2008. No severance fee is payable to the Managing Director.
2,70,100 & 7,00,000 stock options were granted on 23rd August, 2007 & 25th January, 2008,
respectively, out of which 87,525 Options were exercised by Mr D. Bhattacharya.
Remuneration paid to Non-Executive Director:
16 | P a g e
17. Notes:
1. No Director is related to any other Director on the Board, except Mr. Kumar Mangalam
Birla and Mrs. Rajashree Birla, who are son and mother, respectively.
2. Your Company has a policy of not advancing any loan to its Directors except to
Executive Director in the course of normal employment.
3. The Company has obtained shareholders’ approval for payment of commission to its
Non-Executive Directors and Independent Directors, not exceeding 1% of Net Profit of
the Company.
4. Stock Options were not granted to any Non-Executive Directors.
Total Remuneration= Rs 206091768.6
Net Income= Rs 16990000000
Percentage of remuneration of net income= 1.21
%
11. Company: Hindustan Unilever Ltd.
Executive Directors: Nitin Paranjpe, Sridhar Ramamurthy and Pradeep Banerjee.
Non-Executive Directors: Aditya Narayan, S. Ramadorai, R. A. Mashelkar and O.P Bhatt.
Details of Remuneration of Executive Directors :
Details of Remuneration of Non-Executive Directors :
The Members of the Company, at the Annual General Meeting held on 27th July, 2010, had
approved the payment of remuneration by way of commission on profits to Non-Executive
17 | P a g e
18. Directors of the Company upto a maximum of Rs. 90 lakhs in aggregate, to be allocated in such
manner as the Board may determine, from time to time, with effect from 1st January, 2011 for
a period of five years.
Total Remuneration= Rs 212000000
Net Income= Rs 37970000000
Percentage of remuneration of net income= 0.56%
12. Company: Housing Development Finance Corporation Ltd
Executive Directors: Keki Mistry, Renu Sud Karnad and V. Srinivasa Rangan
Non-Executive Directors: Deepak S Parekh, Keshub Mahindra, Shirish B Patel, B.S. Mehta,
D. M. Sukthankar, D.N. Ghosh, S A Dave, Ram S Tarneja, Naseer Munjee, Bimal Jalan and
J.J. Irani..
Remuneration paid to Executive Directors:
18 | P a g e
19. Remuneration paid to Non-Executive Directors:
Total Remuneration = Rs 167222976
Net Income = Rs 48480000000
Percentage of remuneration of net income = 0.34 %.
19 | P a g e
20. 13. Company: ICICI BANK LTD
Executive Directors: Chanda Kochhar, N.S. Kannan, K Ramkumar and Rajiv Sabharwal
Non-Executive Directors: K. V. Kamath, Sridar Iyengar, Homi Khusrokhan, Swati Piramal,
M. S. Ramachandran, Tushaar Shah and V. Sridar.
Remuneration of Executive Directors:
The Board Governance, Remuneration & Nomination Committee determines and recommends
to the Board the amount of remuneration, including performance bonus and perquisites,
payable to the wholetime Directors.
The following table sets out the details of remuneration (including perquisites and retiral
benefits) paid to wholetime Directors for fiscal 2013
The Board, at its Meeting held on April 26, 2013, approved a revision in the remuneration
payable to whole time Directors subject to the approval of the Members. In terms of the revised
remuneration terms, the monthly basic salary for Chanda Kochhar, Managing Director & CEO
would be within the range of ` 1,350,000 – ` 2,600,000, N. S. Kannan, Executive Director &
CFO and K. Ramkumar, Executive Director would be within the range of ` 950,000 – `
1,700,000 and Rajiv Sabharwal, Executive Director would be within the range of ` 900,000 –
` 1,600,000 effective April 1, 2013. The Board would from time to time within the above ranges
determine the monthly salary to be paid to the Directors subject to approval of RBI.
20 | P a g e
21. Remuneration of Non-Executive Directors:
In terms of the revised remuneration, K. V. Kamath is entitled to be paid a remuneration of up
to ` 5,000,000 per annum subject to necessary approvals as mentioned earlier. This
remuneration limit will be effective, May 1, 2014 – April 30, 2019, being the period for which
K. V. Kamath is proposed to be re-appointed as Chairman.
Total Remuneration = Rs 158386079
Net Income = Rs 83254747000
Percentage of remuneration of net income = 0.19 %
21 | P a g e
22. 14. Company: Maruti Suzuki India Ltd
Executive Directors: Shinzo Nakanishi, Shuji Oishi, Tsuneo Ohashi, Keiichi Asai, Kazuhiko
Ayabe and R C Bhargava
Non-Executive Directors: Amal Ganguli, Davindr Singh Brar, Pallavi Shroff, M.S. Banga,
R P Singh, Kinji Saito, Osamu Suzuki and Kenichi Ayukawa.
Remuneration Details of Executive and Non-Executive Directors:
Total remuneration = Rs 106442396
Net Income = Rs 23921000000
Percentage of remuneration of net income= 0.44%
22 | P a g e
23. 15. Company: Tata Consultancy Services Ltd
Executive Directors: N. Chandrasekaran and S. Mahalingam
Non-Executive Directors: Mr. Aman Mehta, Mr. R. N. Tata, Mr. S. Ramadorai, Mr
Thyagarajan, Prof. Clayton M. Christensen, Dr. Ron Sommer, Mrs. Laura M. Cha, Dr. Vijay
Kelkar, Mr. Ishaat Hussain, Mr. Phiroz Vandrevala, Mr. O. P. Bhatt and Mr Cyrus Mistry.
Remuneration to Executive Directors:
The Company pays remuneration by way of salary, benefits, perquisites and allowances (fixed
component) and commission (variable component) to its Managing Director and the Executive
Directors. Annual increments are decided by the Remuneration Committee within the salary
scale approved by the members and are effective April 1, each year.
Remuneration to Non-Executive Directors:
During the year 2012-13, the Company paid sitting fees of ` 10,000 per meeting to its NonExecutive Directors for attending meetings of the Board and meetings of committees of the
Board. The Members have at the AGM of the Company on June 30, 2009 approved of payment
of commission to the Non-Executive Directors within the ceiling of 1% of the net profits of the
Company as computed under the applicable provisions of the Act.
23 | P a g e
24. (in Lakhs)
Total Remuneration = Rs 2823.81 Lakhs = Rs 282381000
Net Income = Rs 12786.34 crores = Rs 127863400000
Percentage of remuneration of net income = 0.22 %
24 | P a g e